<PAGE>

                           MARKETING AGREEMENT BETWEEN

                       BELLSOUTH TELECOMMUNICATIONS, INC.

                                       AND

                            PREDICTIVE SYSTEMS, INC.


                              Agreement No. MA-H002


NOTICE: The information contained herein should not be disclosed to unauthorized
persons. It is meant for use of the parties contracting herein in connection
with performance under this Agreement.


<PAGE>


                                TABLE OF CONTENTS

SECTION                                                                 PAGE NO.
1.  Term of Agreement ........................................................1
2.  Scope ....................................................................1
3.  Affiliated Companies .....................................................2
4.  Definitions ..............................................................2
5.  Qualification ............................................................3
6.  Fees .....................................................................3
7.  Non-Exclusive Agreement ..................................................3
8.  Demonstration Product ....................................................3
9.  Intellectual Property ....................................................3
10. Indemnification ..........................................................3
11. Disclaimers ..............................................................4
12. Trouble Support ..........................................................5
13. Use of Information .......................................................5
14. Nondiscrimination Compliance .............................................5
15. Conflict of Interest .....................................................5
16. Advertising and Publicity ................................................6
17. Training .................................................................6
18. Force Majeure ............................................................7
19. Notices ..................................................................7
20. Compliance with Laws, Ordinances, Regulations and Codes ..................8
21. Special Recognition ......................................................8
22. Integration Clause .......................................................8
23. Assignment/Subcontracting ................................................8
24. Choice of Law ............................................................9
25. Termination ..............................................................9
26. Survival of Obligations .................................................10


         Appendix A
         Appendix B
         Appendix C


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                                                           Agreement No. MA-H002
                                                           Page 1 of 10

         This Agreement ("Agreement") is made by and between BELLSOUTH
TELECOMMUNICATIONS, INC., a Georgia corporation ("BELLSOUTH") with offices
located in Atlanta, Georgia and Predictive Systems, Inc., a New York corporation
("VENDOR") with offices located in Atlanta, Georgia.

1.       TERM OF AGREEMENT

         The term of this Agreement shall commence when executed by both
parties, and shall, except as otherwise provided herein, continue in effect
thereafter through December 31, 2001, and shall be automatically renewed for
successive terms of one (1) year each unless terminated in writing by either
party thirty (30) days prior to the expiration date of the then current term, or
pursuant to Sections 15, 21 or 25 herein.

2.       SCOPE

         The scope of this Agreement is to define the means by which BELLSOUTH
will provide to its end-user customers various applications-based solutions that
address the customer need for value in the communications arena. One method by
which BELLSOUTH will make available this solution is through a co-marketing
arrangement with the VENDOR, as detailed herein, whereby the VENDOR may receive
sales leads from BELLSOUTH for the VENDOR services and BELLSOUTH may receive
sales leads from VENDOR for BELLSOUTH services.

         This Agreement shall provide for a Level 1 and a Level 2 relationship
between BELLSOUTH and VENDOR. All provisions of this Agreement shall apply to
both Level 1 and Level 2 except where specifically noted as to applicability to
Level 2 only. Level 1 is the entry point for all VENDORS. Level 2 may be
attained by VENDORS who have sold, via this agreement, their applications or
services to 5 or more BellSouth end-user customers with total revenue of
$100,000. Level 1 and Level 2 shall be more fully described in separate
documents of operating standards and guidelines which shall be considered to be
part of this agreement.

         This Agreement shall not constitute the creation of a legal
representative or agency relationship between the parties, nor shall any party
have the right or authority to assume, create, or incur any liability or
obligation of any kind, expressed or implied, against, or in the name of, or in
the behalf of the other party. No party shall have any power or authority to
bind or commit the other party. Nothing contained in the Agreement shall be
deemed or construed as creating a joint venture or partnership between the
parties. Except as specifically set forth herein, no party shall have the power
to control the activities and operations of any other party and their status is,
and at all times will continue to be, that of independent contractor.

         Each party's relationship to the other party in the performance of this
Agreement is that of an independent contractor. Personnel furnished by a party
("Party's Employee(s)") to perform services hereunder shall at all times remain
under that party's control and direction and shall be employees solely of that
party. That party shall pay all wages, salaries and other amounts due their
employees relative to this Agreement, and shall be responsible for all
obligations respecting them relating to FICA, income tax withholdings,
unemployment compensation and other similar responsibilities. In the event that
party's independent status is denied or changed and that Party's Employees are
declared to be "common law" employees
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                                                           Agreement No. MA-H002
                                                           Page 2 of 10

with respect to work performed for another party, to the extent permitted by
law, the employing party agrees to hold harmless from all taxes and costs,
including reasonable attorneys' fees, as set forth above, which any other party
may incur as a result of such change in status. Moreover, solely for purposes of
complying with the Immigration Reform and Control Act of 1986 and its
regulations ("IRCA"), each party warrants and agrees to the other party that, to
the best of their ability, it will (i) not assign any individual to perform work
hereunder who is an unauthorized alien under IRCA, (ii) immediately remove any
alien discovered to be unauthorized from such work and replace him/her with one
who is not an unauthorized alien, and (iii) to the extent permitted by the law
to indemnify and hold the other party harmless from all liabilities, damages,
losses, or expenses and reasonable attorneys' fees arising out of a breach of
this clause.

3.       AFFILIATED COMPANIES

         An Affiliated Company is defined herein as any company controlling,
controlled by, or under common control with BellSouth Corporation or by one or
more of its direct or indirect subsidiaries. Any Affiliated Company may also
utilize this co-marketing arrangement, and as such, the Affiliated Company
becomes BELLSOUTH hereunder. All references to BELLSOUTH in this Agreement shall
be deemed to include the Affiliated Company referring an end-user to VENDOR, and
each such referral shall constitute a separate, distinct and independent
contract between VENDOR and the Affiliated Company. BELLSOUTH reserves the right
to remove an Affiliated Company from this Agreement at any time with thirty (30)
days written notice to VENDOR.

4.       DEFINITIONS

         "Hardware" as used herein shall mean the customer premises equipment as
defined in the Modification of Final Judgment and required by the end-user in
order to provide a complete solution. The fact that any Product is available
under this Agreement does not signify, and should in no way imply, that such
material has been approved for use by BELLSOUTH. Furthermore, VENDOR agrees not
to represent to an end-user that this Hardware is approved by BELLSOUTH.

         "Software" as used herein shall mean VENDOR furnished computer programs
and related documentation. Firmware shall be defined as software contained in a
pattern of bits residing in the hardware and shall be considered to be hardware
hereunder except as specifically provided herein.

         "Service" as used herein shall mean requirements analysis, design,
development, systems integration, testing, project management, and other non
hardware/software solutions provided by VENDOR hereunder.

         "Product" as used herein shall mean any combination of Hardware,
Software and/or Service as described herein. This term also includes repair,
installation and maintenance services related to the customer premises equipment
provided to end-user by VENDOR.

         "End-User as used herein shall mean the person or entity who purchases
the Product(s) listed herein, through the co-marketing effort, directly from
VENDOR, who will handle the sale, installation and maintenance. Interexchange
carriers, as defined under the Modification of Final Judgment, are not
End-Users.

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                                                           Agreement No. MA-H002
                                                           Page 3 of 10

5.       QUALIFICATION

         BELLSOUTH shall qualify and refer to VENDOR, according to mutually
agreed upon criteria as shown in Appendix C, those End-Users who are viable
candidates for the Product offered by VENDOR hereunder. VENDOR reserves the
right to disqualify or reject any referral made by BELLSOUTH. However, such
disqualification shall be based on a previous, documented relationship between
the End-User(s) and VENDOR. VENDOR shall advise BELLSOUTH of any and all
disqualified End-User within five (5) business days from the date of receipt by
VENDOR of BELLSOUTH's referral. VENDOR shall qualify and refer, under the same
terms and conditions specified above for BELLSOUTH, to BELLSOUTH those End-Users
who are viable candidates for services offered by BELLSOUTH.

6.       FEES

         All parties to this agreement herein acknowledge that no fees or sales
commissions of any kind shall apply to this marketing agreement.

7.       NON-EXCLUSIVE AGREEMENT

         It is expressly understood and agreed that this Agreement does not
grant either party an exclusive privilege to co-market with the other party any
or all of the Products listed herein. It is, therefore, understood that either
party may contract with other manufacturers, suppliers or third parties for
comparable or identical Product and/or relationships.

8.       DEMONSTRATION PRODUCT

         VENDOR will provide access to demonstration Product, as mutually agreed
to by the parties, in order to demonstrate the solution and the related network
services within the BELLSOUTH region. This Product will be on loan to BellSouth
and title to all such Product will at all times remain with VENDOR. VENDOR
further agrees that the Product at these locations will be kept updated and at
the most recent revision level available, at VENDOR'S expense. VENDOR retains
the right to cancel the loan of such Product at any time upon at least thirty
(30) days prior written notice.

9.       INTELLECTUAL PROPERTY

         Except as specifically provided herein, no licenses under any patents,
copyrights, trademarks, trade secrets or any other intellectual property,
express or implied, are granted to either party under this Agreement.

10.      INDEMNIFICATION

         The parties agree to the following indemnification provisions that
arise out of their respective capacities:


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                                                           Agreement No. MA-H002
                                                           Page 4 of 10

         (a) In the event of any claim, action, proceeding or suit by a nonparty
to this Agreement alleging or involving an infringement of any patent,
trademark, copyright, trade secret or other proprietary interest based on the
manufacture, normal use or sale of any Product in whole or in part, VENDOR will
defend and indemnify BELLSOUTH for any loss, damage, expense, or liability
including reasonable costs and attorney's fees that may result by reason of any
such infringement or claim. VENDOR shall defend or settle, at its own expense,
any action or suit against BELLSOUTH. BELLSOUTH shall notify VENDOR promptly of
any claim of infringement for which VENDOR is responsible, and shall cooperate
with VENDOR in every reasonable way to facilitate the defense of any such claim.

         (b) With respect to matters of liability that relate to use of
Products, VENDOR agrees to indemnify and save harmless BELLSOUTH from any
liabilities, lawsuits, penalties, claims or demands (including the costs,
expenses and reasonable attorney's fees on account thereof) that may be made:
(1) by any third party for injuries (including death) to persons, damage to
property (including theft), or economic damage (including loss of business),
resulting from alleged defects in Product, breach of warranties related to
Product and other claims related to use of Product furnished hereunder.

         (c) With respect to matter of liability that do not relate to use of
Products, BELLSOUTH and VENDOR agree to indemnify and save harmless the other
party from any liabilities, lawsuits, penalties, claims or demands (including
the costs, expenses and reasonable attorney's fees on account thereof) that may
be made: (1) by any third party for injuries (including death) to persons or
damage to property (including theft) that solely results from the other party's
negligent or willful acts or omissions or those of persons furnished by either
party, their agents or subcontractors; or (2) by any employee or former employee
of either party or any of their subcontractors for which the other party or
their subcontractor's liability to such employee or former employee would
otherwise be subject to payments under the state Worker's Compensation or
similar laws. Each party agrees to notify the other promptly of any written
claims or demands for which they are responsible hereunder.

II.      DISCLAIMERS

         BELLSOUTH DOES NOT AND SHALL NOT OFFER ANY WARRANTY OF ANY KIND FOR THE
PRODUCT WHICH VENDOR PROVIDES TO AN END-USER OR OTHER PERSON OR ENTITY. ANY
WARRANTY OBLIGATION SET FORTH IN AN END-USER'S AGREEMENT WITH VENDOR WITH REGARD
TO THE PRODUCT SHALL BE UNDERTAKEN SOLELY BY VENDOR. VENDOR'S AGREEMENT WITH
END-USERS SHALL PROVIDE THAT WARRANTIES, IF ANY, COME ONLY FROM THE VENDOR.
BELLSOUTH MAKES NO REPRESENTATIONS OR WARRANTIES TO VENDOR OR VENDOR'S END-
USERS WITH REGARD TO THE PERFORMANCE OF THE PRODUCT OR THEIR CONFORMANCE WITH
APPLICABLE SPECIFICATIONS OR DOCUMENTATION. ALL WARRANTIES WHETHER WRITTEN,
ORAL, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS AS TO A PARTICULAR
PURPOSE, ARE HEREBY EXCLUDED.

         NEITHER BELLSOUTH OR VENDOR SHALL IN NO EVENT BE LIABLE TO


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                                                           Agreement No. MA-H002
                                                           Page 5 of 10

VENDOR'S END-USER, OR TO ANY PERSON OR ENTITY USING THE PRODUCT, IN WHOLE OR IN
PART, OR TO ANY PERSON OR ENTITY TO WHOM VENDOR FURNISHES THE PRODUCT, FOR LOSS
OF REVENUES, LOSS OF PROFITS, LOSS OF TIME, INCONVENIENCE, LOSS OF USE OR FOR
ANY OTHER INCIDENTAL, SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE
ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF THE PRODUCT, IN
WHOLE OR IN PART, WHETHER IN AN ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF
WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY
OR OTHERWISE. VENDOR'S AGREEMENT WITH END-USERS SHALL PROVIDE THAT BELLSOUTH
SHALL NOT BE SUBJECT TO THE DAMAGE REFERENCED IN THIS PARAGRAPH. THIS CLAUSE
SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

         IN NO EVENT SHALL BELLSOUTH, OR VENDOR, THEIR PARENT CORPORATION,
AFFILIATED COMPANIES OR SUPPLIERS BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR
INDIRECT DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA,
LOSS OF USE OR INTERRUPTION OF BUSINESS, OR OTHER ECONOMIC LOSS AS A RESULT OF
THIS AGREEMENT.

12.      TROUBLE SUPPORT

         VENDOR hereby agrees to provide to the End-User a telephone number
whereby all trouble calls concerning any aspect of the Product can be received
and diagnosed. If the problem is not related to the Product, VENDOR will notify
BELLSOUTH immediately of the problem and will advise the End-User of the
transfer of the trouble report to BELLSOUTH.

13.      USE OF INFORMATION

         All specifications, drawings, sketches, schematics, models, samples,
tools, computer or other apparatus programs, technical information, or other
confidential business information or data, in written, graphic or other tangible
form, clearly marked "Confidential" ("Confidential Information") obtained by
either party hereunder or in contemplation hereof, shall remain the owning
party's property. This Agreement in its entirety shall be considered
Confidential Information hereunder. All copies of such Confidential Information,
excluding this Agreement, shall be returned to the originating party upon
request. Unless such Confidential Information was previously known to the
obtaining party free of any obligation to keep it confidential or has been or is
subsequently made public by the other party or a third party, the obtaining
party shall use the same degree of care in keeping it confidential as it does in
keeping its own Confidential Information confidential but not less than a
reasonable degree of care. Such Confidential Information shall be used only in
performing hereunder; and may be used for other purposes only upon such terms as
may be agreed upon in writing. Confidential information does not include: (a)
information already known or independently developed by the recipient; (b)
information in the public domain received through no wrongful act on the part of
the recipient; (c) information received by the recipient from a third party who
to the best of recipient's knowledge was free to disclose it; or (d) information
disclosed pursuant to the provisions of a court order.

14. NONDISCRIMINATION COMPLIANCE


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                                                           Agreement No. MA-H002
                                                           Page 6 of 10

         VENDOR agrees to comply with the applicable provisions of the
"NONDISCRIMINATION COMPLIANCE AGREEMENT" set forth in Appendix A.

15.      CONFLICT OF INTEREST

         VENDOR acknowledges BELLSOUTH'S "CONFLICT OF INTEREST" statement shown
in Appendix B, and further stipulates no officer or employee of BELLSOUTH has
been employed, retained, induced, or directed by VENDOR to solicit or secure
this Agreement with BELLSOUTH upon agreement, offer, understanding, or
implication involving any form of remuneration whatsoever. VENDOR agrees, in the
event of an allegation of substance (the determination of which will be made
solely by BELLSOUTH) that there has been a violation hereof, VENDOR will
cooperate in every reasonable manner with BELLSOUTH in establishing whether the
allegation is true. Notwithstanding any provisions of this Agreement to the
contrary, if a material violation of this provision is found to have occurred
and if, after written notification of such violation, it is not cured within
thirty (30) days thereafter, BELLSOUTH may terminate this Agreement.

16.      ADVERTISING AND PUBLICITY

         In the advertising of any regulated network offer, BELLSOUTH retains
the right to demonstrate the various applications generically, or specifically
by advertising VENDOR'S Product. VENDOR may be given the option to share in the
direct cost of qualified and approved advertising; however, if VENDOR declines
to share in the applicable costs, BELLSOUTH will not be obligated to advertise
that specific Product.

         Regardless of the conditions as set out above, BELLSOUTH retains the
right to advertise the Product hereunder to a degree and manner in keeping with
BELLSOUTH'S then current promotional and advertising programs; however,
BELLSOUTH is under no obligation to advertise in any manner or to any degree.
VENDOR will provide advice to BELLSOUTH regarding the advertisement of the
Product, upon BellSouth's reasonable written request, at no charge.

         VENDOR agrees to submit to BELLSOUTH all advertising, sales promotions,
press releases and other publicity matters relating to the Product by VENDOR
under this Agreement wherein corporate or trade names, logos, trademarks or
service marks of BellSouth Corporation and/or any of its Affiliated Companies
are mentioned, or language from which the connection of said names or trademarks
therewith may be inferred or implied; and VENDOR further agrees not to publish
or use such advertising, sales promotions, press releases, or publicity matters
without BELLSOUTH'S prior written approval.

17.      TRAINING

         VENDOR, upon attainment of Level 2 status, will be provided the
opportunity, without charge to BELLSOUTH, to conduct awareness sessions for
BELLSOUTH'S marketing personnel. These sessions will be provided at each of
BELLSOUTH'S branch marketing locations or via video and/or audio conference
bridging arrangements, as determined by BELLSOUTH, and shall consist of an
overview of the Product, its applications, and the information needed to qualify
an End-User for the possible purchase of the Product from the VENDOR. BELLSOUTH
shall have the right to reproduce such material and necessary documentation for
internal use only.

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                                                           Agreement No. MA-H002
                                                           Page 7 of 10


         VENDOR also agrees to provide, in a timely manner, and at prevailing
charges, customer training in sufficient detail, and to BELLSOUTH'S
satisfaction, to fully familiarize the End-User with all capabilities of
Product. At the End-User's option, such training classes may be held at the
End-User's location or at a VENDOR designated location. It is specifically
understood and acknowledged that BELLSOUTH shall not own the copyright to any
material provided to it by VENDOR which VENDOR provides to its customers
generally. BELLSOUTH shall, however, be entitled to make unlimited copies of
same for internal use only.

18.      FORCE MAJEURE

         Neither party shall be responsible for any delay or failure in
performance of any part of this Agreement to the extent that such delay or
failure is caused by fire, flood, lightning, explosion, war, strike, embargo,
government requirement, civil or military authority, act of God, acts or
omissions of carriers, or other similar causes beyond its control ("CONDITION").
If any such CONDITION occurs, the party delayed or unable to perform shall give
notice to the other party as soon as possible.

19.      NOTICES

         Any notice or other information required or authorized by this
Agreement to be given by either party to the other may be given by hand or sent
(by first class prepaid mail, telex, cable, facsimile transmission or comparable
means of communications) to the other party at the address referred to below.
Any notice or other information given by mail pursuant to this section which is
not returned to the sender as undelivered shall be deemed to have been given on
the fifth (5th) day after the envelope containing such notice or information was
properly addressed, prepaid, registered and mailed. The fact that the envelope
has not been so returned to the sender shall be sufficient evidence that such
notice or information has been duly given. Any notice or other information sent
by telex, cable, facsimile transmission or comparable means of communication
shall be deemed to have been duly sent on the date of transmission, provided
that a confirming copy thereof is sent by first class prepaid mail to the other
party at the address referred to below, within twenty-four (24) hours after
transmission.

To BELLSOUTH:           BELLSOUTH TELECOMMUNICATIONS, INC.
                        Director, BBS Segment Marketing
                        6th Floor
                        2180 Lake Blvd NE
                        Atlanta, GA 30319

To VENDOR:              PREDICTIVE SYSTEMS, INC.
                        Drew Whitmore, National Business Development Manager
                        Suite 200
                        20 Mansell Court
                        Roswell, GA  30076
<PAGE>


                                                           Agreement No. MA-H002
                                                           Page 8 of 10


In addition to the foregoing, any notices of a legal nature shall be copied to:

To BELLSOUTH:      BELLSOUTH TELECOMMUNICATIONS, INC.
                   Legal Department-Third Party Distribution
                   43rd Floor
                   675 W. Peachtree Street
                   Atlanta, GA 30375

The above addresses may be changed at any time by giving thirty (30) days prior
written notice as above provided.

20.      COMPLIANCE WITH LAWS, ORDINANCES, REGULATIONS AND CODES

         Both parties shall comply with all applicable federal, state, county
and local laws, ordinances, regulations and codes; including identification and
procurement of required permits, certificates, approvals, and inspections in
performance hereunder. Each party agrees to indemnify the other for, and defend
the other against, any loss or damage sustained because of the indemnifying
party's noncompliance with the requirements of this Section.

21.      SPECIAL RECOGNITION

         Both parties expressly recognize that each party is both a seller and
reseller of products and services and that nothing agreed to herein is intended
to limit, prohibit or restrict either party's merchandising activities in any
way except as specified herein.

         VENDOR expressly recognizes that BELLSOUTH is affiliated with
communication common carriers licensed by the Federal Communications Commission.
This Agreement may be subject to such changes or modifications as any such
regulatory body may from time to time direct in the exercise of its
jurisdiction. In the event of a substantial change or deviation from the state
of facts or the degree of regulation from that existing at the time of the
execution of this Agreement which materially alters the obligations of either
party under this Agreement, the affected party shall have the option to
terminate any and all future obligations contemplated under this Agreement.

22.      INTEGRATION CLAUSE

         This Agreement constitutes the entire Agreement relating to the subject
matter hereof between BELLSOUTH and VENDOR and may be amended by COMPANY upon
thirty (30) days notice to VENDOR. Such Amendments shall be in writing effective
thirty-one (31) days from the date of such notice or earlier if agreed upon by
the parties. Appendices A through B, referred to herein and attached hereto are
integral parts of this Agreement and are incorporated herein by this reference.


<PAGE>

                                                           Agreement No. MA-H002
                                                           Page 9 of 10

         No course of dealing or failure of either party to exercise any option
or privilege or to strictly enforce any term, right or condition of this
Agreement shall be construed as a waiver of such option, privilege, term, right
or condition. All obligations hereunder on VENDOR'S and/or BELLSOUTH'S part
incurred prior to the cancellation, termination, or expiration of this Agreement
shall survive such cancellation, termination, or expiration.

         The headings of the sections herein are inserted for convenience only
and are not intended to affect the meaning or interpretation of this Agreement.

23.      ASSIGNMENT/SUBCONTRACTING

         Any assignment or delegation, in whole or in part, of work to be
performed or of any other interest, right or obligation hereunder without
BELLSOUTH'S written consent, except an assignment confined solely to monies due
or to become due, and/or unless otherwise provided herein, shall be void. It is
expressly agreed that any assignment of monies shall be void to the extent that
it attempts to impose upon BELLSOUTH obligations to the assignee in addition to
the payment of such monies, or to preclude BELLSOUTH from dealing solely and
directly with VENDOR in all matters pertaining hereto, including the negotiation
of amendments or settlements of amounts due. BELLSOUTH shall have the absolute
right to assign this Agreement, in whole or in part, or any event or
relationship which occurs as a direct result of this Agreement, to BellSouth
Corporation or to one or more direct or indirect subsidiaries of BellSouth
Corporation whether or not said entities are in existence on the date of
execution hereof.

         Any subcontract for any portion of any work or obligation resulting
from, or in conjunction with, this Agreement by VENDOR must have the prior
written approval of BELLSOUTH. BELLSOUTH retains the right to reject any
subcontractor; however, such rejection shall not be capricious or arbitrary.

24.      CHOICE OF LAW

         The validity, construction, interpretation and performance of this
entire Agreement and all transactions under it shall be governed by and
construed in accordance with the domestic law of the State of Georgia, without
regard to the principles of conflict of laws. If any of the provisions of this
Agreement shall be invalid or unenforceable under said law, such invalidity or
unenforceability shall not invalidate or render unenforceable the entire
Agreement but rather the entire Agreement shall be construed as if not
containing the particular invalid or unenforceable provision or provisions, and
the rights and obligations of VENDOR and BELLSOUTH shall be construed and
enforced accordingly.

25.      TERMINATION

         Either party may at any time, for its own convenience and without
cause, terminate this Agreement, in whole or in part, by giving the other party
at least thirty (30) days prior written notice without any charge, obligation or
liability whatsoever except as set out herein. In addition to all other rights
and remedies of law, equity or otherwise, if either party neglects or fails to
perform or observe any of its existing or future obligations to the other party
under this


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                                                           Agreement No. MA-H002
                                                           Page 10 of 10

Agreement, and such condition(s) is not remedied within thirty (30) days after
written notice thereof has been given to the other party, the nondefaulting
party may terminate this Agreement.


26.      SURVIVAL OF OBLIGATIONS

         Any respective obligations of BELLSOUTH and VENDOR hereunder which by
their nature would continue beyond the termination, cancellation or expiration
of this Agreement, including, by way of example but not limited to, "USE OF
INFORMATION," "RECORDS AND AUDIT" and "INDEMNIFICATION", shall survive such
termination, cancellation or expiration.

VENDOR agrees that it has read and understands this Agreement and agrees to be
bound by it.


PREDICTIVE SYSTEMS, INC.                     BELLSOUTH TELECOMMUNICATIONS, INC.

By: /s/ WENDY A. ROBERTS                     By: /s/ E.L. SCHOOLFIELD
   -----------------------------------       -----------------------------------
              (Signature)                                (Signature)

By: /s/ Wendy A. Roberts                     By: /s/ E.L. Schoolfield
   -----------------------------------       -----------------------------------
            (Printed Name)                             (Printed Name)

Title: VP Bus Dev                            Title:  Segment Manager
     -----------------------------------          ------------------------------

Date:  Aug 2, 2001                           Date: July 30, 2001
     -----------------------------------          ------------------------------

NOTICE: The information contained herein should not be disclosed to unauthorized
persons. It is meant for use of the parties contracting herein in connection
with performance under this Agreement.